2021 annual report of independent directors
Beijing Vrv Software Corporation Limited(300352)
2021 annual report of independent directors
(Yang Fengzhu)
Dear shareholders and shareholder representatives
As an independent director of Beijing Vrv Software Corporation Limited(300352) company (hereinafter referred to as “the company”), I performed my duties in strict accordance with the provisions of the company law, Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – standardized operation of GEM listed companies, the articles of association, the working system of independent directors and other relevant laws, regulations and rules. In 2021, I faithfully, honestly, diligently and conscientiously performed the duties of independent directors, attended relevant meetings of the company, carefully considered various proposals of the board of directors and the general meeting of shareholders and expressed independent opinions, safeguarded the legitimate interests of shareholders, especially small and medium-sized shareholders, and played the role of independent directors. I hereby report my performance of duties in 2021 as follows: I. attendance at the meeting
In 2021, with a diligent and responsible attitude, I actively participated in the board of directors and shareholders’ meeting held by the company, carefully reviewed the meeting materials, actively participated in the discussion of various topics and put forward reasonable suggestions, which played a positive role in the correct decision-making of the board of directors. The number of attendance and voting at the board of directors and shareholders’ meeting are as follows:
(I) participation in the board of directors
During the reporting period, the company held 9 board meetings. I have diligently performed my duties in strict accordance with the requirements of relevant laws and regulations, and have not been absent from the board of directors. During my tenure, my attendance at the board of directors is as follows:
Independent directors shall attend the meeting on whether there are two consecutive voting situations (the number of names cast, the number of seats held, the number of seats absent, the number of times of not voting in person)
Yang Fengzhu 9 4 5 0 0 0 No 0
(II) attendance at the general meeting of shareholders
During the reporting period, the company held four general meetings of shareholders, four of which should be attended by myself and four in person. 2、 Independent opinions
2021 annual report of independent directors
During the reporting period, as an independent director of the company, I strictly abide by my duties and express independent opinions on the following matters of the company in strict accordance with the requirements of the articles of association, working system of independent directors and other relevant systems:
Date of independent opinion at the session of the meeting
On the application of the company and its subsidiaries for comprehensive credit and relevant guarantees from financial institutions, the sixth interim meeting of the Fourth Board of directors was held on January 15, 2021
Independent opinion on matters
Prior approval opinions on the proposed change of accounting firm
The 8th interim meeting of the 4th board of directors on March 19, 2021
Independent opinions on the proposed change of accounting firm
The ninth interim meeting of the Fourth Board of directors on March 29, 2021 on the application of a wholly-owned subsidiary to the bank for comprehensive credit and related guarantees
separate opinion
Prior approval opinions on the prediction of daily connected transactions in 2021
Independent opinions on the special report on the deposit and actual use of raised funds in 2020
Independent opinions on the self-evaluation report of internal control in 2020
The fifth meeting of the Fourth Board of directors on April 29, 2021
Independent opinion on insurance situation
Independent opinions on 2020 profit distribution plan
Independent opinions on the prediction of daily connected transactions in 2021
Independent opinions on changes in accounting policies
Independent opinions on the remuneration of senior managers of the company in 2021
Prior approval opinions of independent directors on matters related to the tenth interim meeting of the Fourth Board of directors
The 10th interim meeting of the 4th board of directors on July 22, 2021
Independent opinions of independent directors on matters related to the tenth interim meeting of the Fourth Board of directors
Independent opinions on the deposit and actual use of raised funds in the half year of 2021
Independent opinions on capital occupation and external guarantee of the company’s controlling shareholders and other related parties in the first half of 2021 at the sixth meeting of the Fourth Board of directors on August 27, 2021
Independent opinions on the appointment of senior managers
On October 13, 2021, the independent directors of the eleventh interim meeting of the Fourth Board of directors issued their independent opinions on the daily meeting of relevant matters of the eleventh interim meeting of the Fourth Board of directors
Prior approval opinions on re employment of audit institutions in 2021
Independent opinions on the company and its wholly-owned subsidiaries using some temporarily idle raised funds for cash management on October 28, 2021
The 7th Meeting of the 4th board of directors
Independent opinions on closing some investment projects with raised funds and permanently replenishing the surplus raised funds with working capital
Independent opinion on the reappointment of the audit institution in 2021
2021 annual report of independent directors
3、 On site investigation of the company
In 2021, I went to the company many times to conduct on-site investigation and understand the production and operation of the company, focusing on the sales of the company’s main products, related party transactions, changes and management of accounts receivable, construction and implementation of internal control system, management of special account for raised funds, etc.
Keep regular contact with the company’s management, the Secretary of the board of directors, the person in charge of Finance and other relevant staff through telephone, on-site and other means to understand the daily operation of the company.
4、 Performance of professional committees
As the chairman of the remuneration and assessment committee, the member of the audit committee and the member of the strategy and Development Committee, I have been diligent and conscientious, earnestly performed the duties of the members of each committee, and played an important role in determining the company’s development plan, improving the investment decision-making procedures, strengthening the scientificity of decision-making, improving the efficiency and quality of major investment decisions, and improving the corporate governance structure The role of members of the Committee on strategy and development; It also reviewed the company’s internal audit, internal control, regular reports and other matters, made suggestions on the qualification, salary and assessment standards and procedures of the company’s directors and senior managers, fulfilled the professional responsibilities of members of the audit committee, the strategy and Development Committee and the salary and examination committee, and played a positive role in the development of the company.
5、 Work done to protect the rights and interests of investors
(I) information disclosure: urge the company to improve the company’s information disclosure management system in strict accordance with the Shenzhen Stock Exchange GEM Listing Rules and other laws and regulations and the information disclosure management measures; The company is required to strictly implement the relevant provisions on information disclosure to ensure the authenticity, accuracy, integrity, timeliness and impartiality of the company’s information disclosure.
(II) protect the legitimate rights and interests of investors: pay attention to the important information disclosed by the company in the media and online, and maintain timely communication with the company’s management.
(III) the board of directors carefully reviewed and effectively exercised the relevant work of the proposal and its management according to the requirements of the company’s governance; In order to deeply understand the improvement and implementation of the company’s operation, management and internal control systems, we consulted relevant materials and discussed with you.
6、 Other work
2021 annual report of independent directors
(I) there is no proposal to convene the board of directors in 2021;
(II) there is no proposed employment or dismissal of accounting firms in 2021;
(III) there is no independent engagement of external audit institutions and consulting institutions in 2021.
In my opinion, the company has given full support to the work of independent directors and fully respected the independent judgment of independent directors in major decisions. It is hoped that under the leadership of the board of directors, the company will maintain the past standardized operation in the coming year, and also hope that the company will operate steadily and repay all shareholders of the company with better operating results. Hereby report, thank you!
Independent director: Yang Fengzhu
April 13, 2022
